General terms and conditions of Brain Storm Consult for accounting and payroll services

Chapter 1
General principles

1. Period of validity and operation
a. The present General principles (GP) control the relationship between BRAIN STORM
CONSULT GROUP EAD and clients in connection with the services detailed below. The GP
represent legal agreement having obligatory binding force of a contract between the parties,
whether used independently or as part of an individual contract with a client.
b. In case of contradiction in the provisions of the present GP and an individual contract with client for specific services are applicable the provisions of the contract. With regards to all outstanding issues in an individual contract with a client applicable are the present GP.
c. The GP are an integral part of each individual contract with a client. The GP come into force
simultaneously with the contract. The agreement with the GP happens with the individual
contract with the client. Contract signing which provides that the GP are an integral part thereof,
shall be considered a written confirmation of acceptance with them.
d. The GP are also applicable to customers who have signed an individual contract, but use onetime and/or periodical services provided by BRAIN STORM CONSULT GROUP EAD. The
agreement with the GP is performed by the parties signing.
e. The changes in the GP are always effective in the future and become valid as of the date
specified in them.
f. The present GP shall enter into force on the date of acceptance by the Client and are valid for
duration period of the individual contract with the client. When applicable independently they
are valid for the duration of the particular services provided by
the Contractor.
g. The communication between Contractor and Client is performed in written form.

2. Definitions
a. “Client” is a legal or natural person having contractual relations with the Contractor’s
company.
b. “Contractor” is
BRAIN STORM CONSULT GROUP EAD.
c. “Services” are these described in Chapter 5 of the General principles.
d. “Operative accountant” is an employee of the Contractor, engaged with servicing
Clients for accounting services.
e. “Senior accountant” is an employee of the Contractor performing current control on the
operative accountant’s work.
f. “Payroll specialist” is an employee of the Contractor, engaged in servicing the
Contractor’s clients using payroll services.
g. “Contractor’s representative” is an employee of the Contractor, engaged in servicing
the Contractor’s clients
General principles BRAIN STORM CONSULT INTER AD

Chapter 2
Rights & obligations
1. The Contractor has the right to obtain information, documents and explanations by the Clients needed for the fulfillment of the assumed individual contract and/or offer engagements.
2. The Contractor is entitled to receive primary accounting documents and information for the
Client’s business transactions during the current month.
3. The Contractor is entitled to receive the primary accounting documents and information for
business transactions of the Client at least twice a month: until the 20
th day of the current
month – the documents related to the period from the 1
st to the 15th day of the reporting month
and 3
rd day of the month following the reporting month or documents related to the period
from the 16
th to the end of the reporting month.
4. Regardless of item 3, documents and information related to contracts execution, should be
provided no later than the date of the contract execution.
5. Regardless of item 3, documents and information related to the termination of employment
contracts should be submitted no later than the termination order date of issue to the contract.
6. The Contractor is entitled to refuse the processing of documents received after the 7
th day of
the month following the reporting period. Not processed documents according to the preceding
sentence shall be included in the accounting records of the Client for the next month.
7. Regardless of item 6, the Contractor may receive documents for processing, submitted after
the 7
th day of the month following the reporting period, against additional remuneration on the
amount of 20% of the monthly fee.
8. Any express service requested by a client shall be paid with surcharge on the usual price on the amount of 20%. Express services shall be performed within a period fixed by the Client’s, not stipulated in the individual contract or price offer.
9. The Contractor shall fulfill in good faith, the engagements entered into with its clients.
10. The Contractor is obligated to fulfill the client’s will of choosing an operative accountant and/or Payroll specialist from the Contractor’s team. If the Contractor is unable to provide the service from the requested operative accountant and/or Payroll specialist, the Contractor should
provide a reasonable alternative to achieve a consensus on the issue.
11. The Contractor is obligated not to disclose information about its clients to third parties without the explicit consent of the Client. Giving information to the NRA, Municipalities and other authorities in the course of inspections, verifications and other forms of control by public
authorities is not considered a breach of the obligation with regards to the preceding sentence.

12. The Contractor has the right of operative independence regarding the time of processing the Client’s documents. The operative independence is limited by the deadlines set by a normative act and/or the individual contract with the Client.
13. The Contractor works with documents provided by the Client and is not responsible for
documents with untruthful content on the basis of which are created untruthful, incorrect or
incomplete documents and/or accounting records, whether or not damages occurred.
14. The Contractor is not responsible for not submitted/not provided and/or submitted/provided
incomplete information and documents by the Client.
15. If the Client does not pay his current obligation to the Contractor, the Contractor has the right to refuse providing references, documents and information without penalties.
16. In case of non-payment of a current obligation by the Client to the Contractor, the Contractor will performs only a minimal volume of the activities assigned to it by the Basic package of services, in accordance with Chapter Five of these General Terms and Conditions, aimed at meeting the deadlines, determined by a normative act. The full implementation of the activities assigned to him, including data processing for prior periods, shall be resumed from the date of payment of the due for the respective past period.
17. If the Client does not pay 2 consecutive fees, the Contractor could terminate its contractual
relationship with the Client unilaterally, without a prior notice or penalties.


Chapter three Rights & obligations of the Client
1. The Client is entitled to receive the assigned to the Contractor quality and timely services.
2. The Client could choose an operative accountant and/or Payroll specialist from the Contractor’s team.
3. The Client has the right to require financial condition reports and activities result reports
4. The Client may require verifications – current and common over the work of the Contractor.
5. The Client has the right of free company archive storage for the current and the previous year.
6. The Client has the right of company archive storage for years before the previous for an
additional fee.
7. The Client has the right of tax protection for all periods when serviced by the Contractor,
irrespective of the fact if he is not a client of the Contractor at the present moment. Tax
protection is provided for an additional fee.
8. The Client could choose the software used for accounting report of his activity.

9. The Client has the right to request information on the basis of a model developed by him,
provided by the Contractor for an additional fee.
10. The Client is obliged to inform the Contractor when assigning services not included in the signed contract between the parties and/or accepted individual personal price offer timely.
11. The Client is obliged to inform the Contractor until 31
st December if a contract for annual closing of accounts will be prepared for the reporting year.
12. The Client must provide the Contractor complete and accurate information as well as
documents regarding its activities.
13. The Client is obliged to pay the obligation due to the Contractor timely.
14. The Client is obliged to provide operative independence to the Contractor regarding the
processing time of his documents. The operative independence is limited by the deadlines set
by a normative act and/or the individual contract between the parties.
15. The Client is obliged to provide information, documents and explanations to the Contractor
when requested for performing its engagements assigned in the individual contract and/or
offer.
16. The Client is obligated to provide the primary accounting documents and information for the
Contractor’s business operations during the reporting month.
17. The Client is obligated to provide the Contractor with the primary documents and information about their business operations at least twice a month: until the 20
th day of the current month – the documents related to the period from the 1st to the 15th day of the reporting month and until the 3rd day of the month following the reporting month – the documents related to the period from the 16th to the end of the reporting month.
18. Regardless of item 16, the documents and information related to the execution of labour
contracts should be submitted no later than the execution date of the contract.
19. Regardless of item 16, the documents and information related to the termination of labour
contracts should be submitted no later than the issue date of the contract termination order.

Chapter four
Prices and Payment
1. For the services included in в basic package accounting services, provided to not VAT registered persons on a monthly basis and basic package accounting services, provided to VAT registered persons on a monthly basis, according to Chapter five from the present General principles, an individual contract is executed between the Client and the Contractor, where an accounting fee and way of payment are negotiated. General principles BRAIN STORM CONSULT INTER AD
2. For services included in the basic payroll package Payroll services, according to Chapter five of the present General principles, an individual contract between the Client and the Contractor is executed, where a price for 1 (one) person appointed on a labor contract, civil contract,
management and control contract negotiates for the respective month and payment method.
The number of persons is certified by a list of persons attached to labor, civil, management and
control contracts for the respective month.
3. Every additional accounting and/or payroll service, according to Chapter five of the present
General principles, which shall be required by the Client and/or will be enforced in accordance
with a normative act, is subject to an additional charge besides the agreed monthly fee for a
basic accounting package and/or payroll services.
4. The amount due for filling in and submission of Intrastat declarations is based on the input
records and the announced price list for 1 record. One record of the previous sentence is any
item of goods which is introduced before merging lines due to their common characteristics. If
there is more than one delivery for one and the same type of goods, each delivery shall be
considered as a separate entry.
5. The amount due for the preparation and submission of documents during revisions assigned by NRA, NSSI and the Labour Inspectorate is based on the working hours by the appropriate
specialist and number of pages copied/scanned. The price for each man-hour and 1 page are
determined by the announced price list. The amount of hours worked out and the number of
copied/scanned pages are certified by signing a bilateral protocol between the Client and the
Contractor’s representative.
6. The amount due for Annual closing of accounts is determined by the following formula:
 = ∑Т

 % , where:
ACAC- Annual closing of accounts charge;
∑Т– amount of paid/due fees during/for the year of accounting services;
Number of months, when fee for accounting services have been paid/is due
7. For each amendment after preparation of documents and Annual close of accounts references due to incomplete information submitted, there is an additional payment on the amount determined as a percentage of the amount due in the preceding paragraph. The percentage is determined by the documents and references subject to amendment.
8. For persons,
not using basic package for accounting services provided to not VAT registered
persons or basic package for accounting services provided to VAT registered persons, the price
is determined by an individual price offer, which comes into force only after its explicit
acceptance by the Client.
9. For preparation of Annual tax returns of managers, partners and employees of the Client, a fee according to the announced price list is due.

10. For preparation and submission of declarations on Local taxes law, a fee determined by an
individual price offer is due.
11. For preparation of monthly, quarterly, etc. interim reports in accordance with NFRSSME or IFRS in Bulgarian and/or English, a fee determined by an individual price offer is due.
12. For preparation of management purposes reports in Bulgarian and/or English, a fee determined by an individual price offer is due.
13. For preparation and submission of a request for DTTА enforcement, a fee determined by an
individual price offer is due.
14. For accounting report when using the accounting software, requested by the Client, different
from FAS Mirage and/or ERP Kartell, a fee determined by an individual price offer is due.
15. For preparation for labor and/or civil contract form with additional clauses, required by the
Client, a fee determined by an individual price offer is due.
16. For preparation of bilingual employment and/or civil contracts, a fee determined by an
individual price offer is due.
17. For preparation of employees Orders for paid/not paid annual leave, a fee is determined by an individual price offer is due.
18. For the preparation and submission of a Declarations under Article 15 of the HSW, a fee is
determined by an individual price offer is due.
19. For preparation of employees quitting work documents, including Certificates of Insurance
Income 2, Certificates of Insurance Income 3, etc., for years when the Contractor did not
provided payroll services to the Client an additional fee specified in the price list is due.
20. For representation before state and/or municipal administration, a fee determined by an
individual price offer is due.
21. For actions in the capacity of the Contractor attorney, authorized to sign on behalf of the Client a fee, specified in the contract between the Client and the Contractor is due.
22. The submission and acceptance of Requests for documents, presence or absence of tax
liabilities certificates; certificates for paid taxes in Bulgaria, certificates of declared data before
the NRA, certificates of official number from the NRA for foreign individuals and legal entities,
a fee according to the announced price list is due.
23. For preparation and submission of applications to the Commission for protection of personal
data and for obtaining registration certificates, the price is based on the announced price list.
24. For copying, scanning and/or printing documents, a fee according to the announced price list is due.
25. For preparation of other documents, including bank loan documents and providing them to
competent bodies and/or individuals, a fee according to the presented individual price offer is
due.

26. For preparation of payments orders to contractors, a fee according to the announced price list is due.
27. For accounting and tax consultations, a fee based on hours worked by hourly rate, specified in the announced price list is due.
28. For providing tax protection, a fee according to an individual price offer is due.
29. For providing legal and management consultancy services, a fee according to an individual price offer is due.
30. For providing other services, a fee according to an individual price offer is due.
31. The individual price offers are sent to the mailing address and/or fax and/or e-mail, specified in the contract for accounting services. If the offer is not rejected within 7 (seven) working days
of receipt by the Client, it shall be deemed as accepted.
32. The price lists are considered as announced by the Contractor, if published on the official
website of the company and/or sent to the mailing address and/or fax and/or e-mail, submitted
by the Client.
33. As an exception additional accounting and/or Payroll service may be included as a clause in the individual contract between the Client and the Contractor.

Chapter five
Services offered by Brain Storm Consult Group EAD
1. Accounting services
The accounting services provide for creating and maintaining an accounting system for lawful
bookkeeping of the Client in accordance with the Accounting Act and other relevant provisions
of the national legislation.
a. Basic package accounting services for not VAT registered persons on a monthly basis
includes:
Accounting services from the office of the Contractor;
An authorized Contractor’s employee having the right to submit documents on
behalf of the Client;
Filing primary accounting documents;
Preparation of accounting entries in FAS Mirage or ERP Kartell on the basis of
primary accounting documents provided by the Client;
Monthly close of accounts until the preparation of a Trial balance;
Preparation and submission of declarations under Article 201 of CITA;

Preparation and submission of statistical reports to BNB;
Preparation and submission of current statistical reports to NSI;
Tracking of achieved turnover for VAT registration;
Preparation and submission of applications for compulsory registration and
voluntary VAT registration;
Preparation of company payables and receivables reports;
Preparation and maintenance of inventory books, tax and accounting
depreciation schedules;
Preparation of payment orders for taxes and fees due.
b. Basic package accounting services for VAT registered persons on a monthly basis
includes:
Accounting services from the office of the Contractor;
An authorized Contractor’s employee having the right to submit documents on
behalf of the Client;
Filing primary accounting documents;
Preparation of accounting entries in FAS Mirage or ERP Kartell on the basis of
primary accounting documents provided by the Client;
Monthly close of accounts until the preparation of a Trial balance;
Preparation and submission of declarations under Article 201 of CITA;
Preparation and submission of statistical reports to BNB;
Preparation and submission of current statistical reports to NSI;
Generating and submission monthly Reference-declaration, VAT ledgers and
VIES-declarations to the NRA;
Preparation of company payables and receivables reports;
Preparation and maintenance of inventory books, tax and accounting
depreciation schedules;
Preparation of payment orders for taxes and fees due.
c. Additional accounting services:
Completion and submission of Intrastat Declarations;
Preparation and submission of documents during verifications or NRA inspections;
Annual close of accounts, including:
o preparation of Annual financial reports in accordance with NFRSSME or
IFRS;
o submission of reports to the NSI;
o preparation and submission of Annual tax returns on PITA / commercial companies / or PITA / for Sole Traders /;
o preparation and submission of Declarations under Article 142 on TIPC;
o preparation and submission of reports under Article 73 of the Personal
Income Tax Act;
o contact with the Client’s Registered Auditor;
Preparation of Annual tax returns of managers, partners and employees of the
Client;
Preparation and submission of LTFA declarations;
Monthly reports in accordance with NFRSSME or IFRS in Bulgarian and/or
English;
Reports for management purposes in Bulgarian and/or English;
Preparation and submission of Request for application of the DTTА;
Financial Reporting when using accounting software by client request, different
from FSF Mirage and/or ERP Kartell.
d. Package “Accountant in the Client’s office” includes the activities, described in
subsections a. or b. from section 1, with place for servicing in the Client’s office.

2. Payroll services:
Services related to the origination and implementation of employment or contractual
relationship between employer and worker/employee or employed on a contract person,
including related employment records and documents for remuneration, social securities,
holidays, leaves, sick leaves and other documents as well as their reporting within the period
provided.
a. Basic package Payroll services includes:
Preparation of employment contracts in accordance with the Labor Code requirements,
on a form prepared by the Contractor after submitting the necessary information from
the Client;
Preparing employment termination orders;
Submission of notifications under Article 62 paragraph 5 of the LC for execution and/or
termination of contracts;
Processing and submission of sick-leave notes;
Preparation of monthly payroll and recapitulations for outstanding contributions to SSC,
HIA and PITA taxes;
Preparation and submission of monthly returns form 1 and 6;
Keeping employees employment records;
Monitoring of employees used and not used annual leave;
Preparation of accounts paid, and certificates in relation to executed civil contracts;
Preparation of payment orders for contributions, taxes and wages due;
Preparation and submission of declarations under Article 55 of PITA;
Preparation of documents for employees leave, including Certificates of Insurance
Income 2, Certificates of Insurance Income 3, etc., for the years when the Contractor
has provided payroll services to the Client.
b. Additional Payroll services:
Preparation of forms for labor and/or civil contracts with additional clauses required by
the Client;
Preparation of bilingual labor and/or service contracts;
Preparation of orders for paid/not paid annual leave for employees;
Preparation of documents for employees leaving, including UP-2, UP-3 etc., for years
when the Contractor did not provided Payroll services to the Client;
Preparation and submission of documents during a verification or inspection by the
NRA, NSSI or Labour Inspectorate;
Preparation and submission of Declarations under article 15 of the OH&S.

3. Administrative services
Representation before the state and/or municipal administration;
Actions by an authorized Contractor’s employee in the capacity of an attorney on
behalf of the Client;
Submission and receipt of documents Requests, certificates for presence or absence of
tax liabilities; certificates for paid taxes in Bulgaria, certificates of declared data before
the NRA, certificates of official number from the NRA for foreign individuals and legal
entities;

Preparation and submission of applications to the Commission for protection of
personal data and obtaining registration certificates;
Copying, scanning and/or printing documents;
Preparation of payment orders to contractors;
Preparation of other documents including bank loan documents and providing them to
competent bodies and/or individuals;
Supply with Client’s funds/Cash withdrawal/ from Client’s account by visiting bank
branches.

4. Accounting and tax consultations
a. Services on keeping, clarifying and enforcing national tax legislation
Consultations, preparation and checking of annual tax returns under the Corporate
income tax act and Income Law on personal income tax; tax returns under the Value
Added Tax Act, the Excise duties and tax warehouses act and Local taxes act;
VATA registration, under protection of personal data, etc.;
Co-operation and contacts with revenue authorities and other public authorities, where
necessary to present or submit documents, applications or forms required by law:
o certificates of presence or absence of tax liabilities;
o certificates for paid taxes in Bulgaria;
o evidence of declared data to the NRA;
o certificates for official number from the NRA for foreign individuals and legal
entities;
Tax effects defining and development of work methodology in the performance of
specific business transactions;
Consultations on practical enforcement of changes in tax, social security, commercial
and labor law;
Consultations and preparation of documents relating to international taxation;
Corporate tax, Tax on expenses, Tax at source, Indirect taxes (VAT and excise), Tax on
personal income, Local taxes and fees;
Consultations on enforcement of agreements for avoiding double taxation;
Assistance in preparation of documents for reimbursement of tax at source;
Consultations and defining most favorable tax effects of transactions between local and
foreign partners;

Consultations relating to investments in the country and the defining regulatory
requirements;
Consultations and provision of services in the field of social and health insurance;
Consultations for help in determining insurance status of the managers and personnel
and defining remuneration components and social security income;
Filling in and submission of documents and declarations;
Assistance in obtaining certificates for insurance purposes;
Consultations and services in relation to transformations;
Consultations regarding tax effects in transformation of commercial companies through
acquisitions, mergers, divisions and separations.

5. Tax protection
Current support and assistance in tax verifications or inspection by the NRA, assistance
in preparation of written explanations, references and other documents, participation
in meetings and discussion of problems determined in verifications;
Preparation of objections and appeals against acts issued by the revenue authorities.

6. Management consultations
Preparation of development strategies and business planning – management
development; mergers and acquisitions; organizational design; financial planning and
budgeting;
Analysis or risk and financial condition, including:
Cash flows analysis;
Profit analysis;
Balance structure analysis;
Company competitiveness analysis;
Human resources analysis;
Business plan preparation;
Consultations on strategic financing, including financial forecasting, modeling and
evaluations;

Optimization of operative activity – research and improvement of business processes;
operational review and evaluation; management of costs;
Detecting abuses by managers, accountants and materially responsible persons.
Consultations in transactions (Due Diligence):
Financial and tax Due Diligence;
Due Diligence, performed by the seller (Vendor due diligence);
Management evaluation in the pre-investment and post investment period;
Performance improvement;
Due diligence of Information Technologies;
Final reports.

7. Legal services
Publication of Annual Financial Reports;
Company registrations, sole proprietorships, legal persons with non-economic profit
purpose, etc., circumstances change;
Preparation of contracts, for protection rights and interests of our clients:
Legal consultations and advices in the field of corporate, commercial, tax, labor, bank,
customs, and currency legislation;
Protection in court and arbitration litigation in relation to commercial and civil
transactions;
Representation and assistance in privatizations, concession procedures, public
procurements;
Consultations on legal aspects of securities transactions;
Preparation of franchise agreements;
Performing real estate transactions in favor of foreign citizens and companies;
Contact with local and central government authorities.


8. Other services
Acceptance and delivery from/to the Client’s office;
Records storage;
Performing verification of work sites and physical inventory of goods, materials, finished
production and fixed assets.

Chapter six
Privacy policy
1. Obligations for keeping privacy
a. The Contractor and the Client, including their employees, oblige to keep the good name,
commercial prestige and company secrets of the other party as well as not to spread
(except for the distribution of the contracted services) private for them, for the activity
or the clients facts as well as any other commercial, technical and financial information
regarding the industrial property, transactions, business relations and financial
condition of the parties, their shareholders, partners and managing members that
become known to them during the performance of their contractual relations.
b. The same ban relates to information concerning companies under the control of or
whose control the parties are or these under the control of a third party. The ban does
not apply for well-known facts and information that is made public or which has the
agreement of the other party.
c. This ban is applied during the contractual relations between the Contractor and the
Client as well as after their termination for a year period as of their termination date.
2. Private information
a. “Private information” is all kind of documentation, drafts, specifications, diagrams,
sketches, records, data, templates, models, samples, software and software
applications, computer external devices or other materials or records or other written
or oral information containing in disks diskettes – audio and video cassettes, compact
disks or other technical devices for information reproducing and recording.

Chapter seven
Responsibility
1. The Contractor is not responsible for:
a. Actions or lack absence of actions, damages, missed benefits and infringement of
Bulgarian legislation by the Client even after imposing penalties and property sanctions
for them, when the same person has submitted to the Contractor documents with
untruthful content or documents with a mistake and these documents appear as
grounds or reason for the infringement.
b. In the cases when the Client has not submitted to the Contractor timely the necessary
documents. For not submitting documents timely is considered submitting the
documents after the deadlines mentioned in the GP or in three days period before the
legal deadline or the deadline for presenting them to the respective authorities.
c. For damages due absence of action by the Client when he has not signed any documents
timely and/or has not confirmed and/or provided information and data, necessary for
the respective services performing.
d. When the actions, absence of actions, damages, missed benefits or infringements
related to services not included in the GP or the contract with the Client or for services
not paid timely by the Client.
e. For consultations, advices and opinions not provided by the Client.
f. For not performed services and actions even if the same are mentioned in the contract
subject if performing specific service would be considered as law infringement.

Chapter eight
Supplementary provisions
1. Communication
a. All messages and notifications between the Contractor and the Client will be in written form
for actuality.
b. The written form will be considered as obeyed even if send by an e-mail, if the Client has
provided such.
c. When any party has provided e-mail address for correspondence it means that the same agrees to receive all kinds of documents, notifications and messages on the e-mail indicated and all kinds of documents, notifications and messages are considered send, presented and received when send to this e-mail.

2. Applicable right
The present GP are prepared and in compliance with the laws of Republic of Bulgaria.

3. Arguments and arbitration
Arguments arising from or in relation to the party obligations on the present GP on whose resolving the parties do not achieve agreement, including arguments, arising from or in relation to its interpretation, validity, performance or termination are resolved by the Arbitration Court of the Bulgarian Chamber of Commerce and Industry in accordance with its Actions regulation based on arbitration.

4. Changes
For each change in the GP the Client must be informed at least 30 days before their coming into force. The notification is considered valid if send to the Client’s correspondence address or e-mail.
The changes are considered as accepted if the Client has no objections in the next 15 days of the notification acceptance date.

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